Bloody Nanite Soup
by GinkoMushiMaster
Summary: Pain racks Noah's body every moment. He is rabidly losing weight and his body it twisting and distorting itself. Why does everything hurt? And why can't Rex make it go away? Warning! Contains violence, gore, and mild swearing on Rex's part.
1. Chapter 1

The winter air crashed hard against my face as I stood there. It was cold and hard for me to keep myself warm with a basketball tucked under my arm.

This is what I did every day. I would wait at the basketball court and watch for some strange Providence aircraft to fly overhead. It would hover above me and lower down some kind of basket or ladder and I would be brought to the main Providence base. Rex would be waiting there for me and the two of us would hang out and do whatever we felt like at the time. Then I would get brought back here and go home. It was the same thing every day, like an unwritten rule.

I heard something coming and looked to the sky. It was a white helicopter today.

A net was lowered and a Providence officer climbed down to me. He takes my ball and helps me grip onto the ladder while I watch the land get farther and farther away.

Usually, Six would have an officer pull me up or he himself would give me a boost, but right now I was hanging a couple of hundred feet above the ground and there was no Agent Six to catch me this time. But, with some aggravated encouragement from the officer, I slowly made my way up.

There was no one else in the cabin, besides the two of us. The silence made me uncomfortable, but not enough so that I would try to break it with conversation. These officers often had a habit of being condescending, sarcastic jerks. I'd learned that the hard way, multiple times.

The landing was fairly rough, enough so that, had I not been belted in, I'd have fallen onto the floor.

I stepped out of the helicopter, the slowing blades blowing my hair in my face, and retrieved my ball from the officer.

"Rex and Agent Six are currently dealing with a disturbance in Seattle," he explained. "So they will not be returning for some time. I will be escorting you to the gym area, where you will wait for them."

"I know my way," I said. "Thank you though." I walked quickly through the hanger doors and followed a long hallway a few paces before taking a left. Providence was a big place, filled with twists and turns and an infinite number of rooms. Anyone who took even one wrong turn could find themselves lost in no time.

I finally reached the gym and noticed the intently polished floor and the saturated smell of disinfectant.

It was quiet and the air was still. Being alone in that room made be feel a little uncomfortable.

'What am I doing,' I thought. 'I really need to give those horror movies a rest.' I walked to the bleachers and removed my coat before making my way over to the half court line. 'I wonder how many free throws I can get in a row.' I picked up a ball from the rack and counted.

_1...2...3...4... _

It seemed like a good way to kill time. The guard did tell me it would take a while and depending on the situation, it could take them anywhere from one hour to twelve, maybe longer. But either way, I could get a good amount of practice in.

_5...6...7... _

My heart rate seemed to increase and my hands started shaking.

_8...9...miss. _

There was a hard pulsing pain in my skull, like blood was pooling there, filling in and crushing my brain. My vision became blurry and I started to lose my balance. My eyes burned and when I closed them, I completely lost my footing, falling hard and bringing the basketball rack down with me.

Breathing became difficult and my joints ached. I could feel my muscles contracting and my blood started to feel hot, like it was boiling and burning my veins. I tried to scream but all I could muster was a low, pained groan.

I could feel my organs twitching...moving..._rearranging_. I tried all too hard to make it stop, pressing my arms impossibly hard into my gut, but I could still feel them; moving like restless maggots. I started gaging, the sensation making me feel utterly nauseated, and choked on my own regurgitation.

My body was forced into a curved position, dragging my face in my warm stomach contents, while my spine stretched and curved away from my body. I clenched my teeth as hard as I could, hoping to distract myself from the pain. Then, just as suddenly as it all started, everything stopped.

My muscles relaxed, my blood cooled, and the pulling on my spine stopped. I laid there for a while, breathing hard and keeping my eyes fixated on the droplets of sweat littering the floor around my head, before forcing myself to sit up.

The room was silent, unaffected by my fit.

'What the heck was that, I thought, panting too hard to even try to speak. I stood on quivering legs and dragged myself to the locker room. Slumping over the sink, I ran my head under the faucet, the chilling water weaving between my hair strands.

It felt so wonderful, being able to get the vomit out of my hair, and I held myself there as long as I could stand before the ice cold became too much.

The face in the mirror looked so different that what I normally saw. My eyes were blood shot and puffy and select strands hair were sticking to my flushed cheeks. I looked slightly hunched over and my stomach seemed to be curved in below my rib cage. When I turned myself to the side, I could see my vertebrae protruding significantly through my t-shirt. I stood there for the longest time, staring at myself and examining every inch, before my legs finally gave out.

The floor felt so cold against my skin. It soothed the burning and I wished that I could have laid there like that forever.

I heard a strange noise echo throughout the room. I didn't know what it was at first, then I felt my body shaking with hysterical laughter.

'Oh screw it', I thought, letting the laughter explode. I let it rack my body and increase all of my soreness. I didn't know why I was laughing, but I didn't know why anything else happened either. Maybe the fact that I didn't know was what I was laughing at, or maybe I was just going crazy.

I waited for myself to calm down, and when I did, I was definitely in more pain than before. I remembered my vomit on the floor, and mentally cursed at myself.

It took a bit of work to get back to my feet, so much so that I felt like, if I let go of the counter, which was supporting most of my weight at that moment, I would crash down again. But I had to work through this; I had to make sure I left no evidence of any of this.

Looking back now, it seems stupid of me to want to hide any of it. I don't know what I was thinking , but something told me to keep it a secret, to make sure no one would know.

I fisted as many paper towels into my hand as I could carry, and staggered out of the bathroom and back onto the court.

Looking at the mess reminded me of the awful taste left in my mouth, and I felt nauseous again. I took a deep breath and wiped up everything and quickly disposed of the saturated material.

"Noah!"

My eyes widened and I spun around on my heels. I could see Rex standing opposite me on the far side of the room, smiling.

He took a step closer, and I took one back. He looked at me strangely, his smile now a confused frown. "Are you alright, man?"

I darted towards my things and dressed myself in the layers of thick clothing I had previously discarded. I heard his footfall getting closer, and no sooner had I turned around had his hand wrapped itself around my wrist; and it burned.

"Don't _touch_ me," I shouted smacking his had away. I hunched myself over and covered my eyes. "...So hot..."

"Noah?"

I could hear the confusion and hurt, feel it strangling me and tightening around my throat.

"I-I'm fine," I chocked out. I pushed past him and paused at the doorway. "I'll see you later, bro."

It took all my strength to open that door. And I prayed while I walked down that long hallway, I prayed that whatever it was that happened to me, would never happen again.


	2. Chapter 2

_"We're sorry, but the number you have dialed has either been disconnected or is no longer in service. If you feel you have reached this recording in error, please hang up and try again."_

Hearing that message annoyed me to no end. I hadn't been able to get a-hold of Noah since he ran out two weeks ago, and I was really getting bored. Without him around, I didn't have anything to do.

It wasn't like Noah didn't have a life outside of hanging out with me. And for the first day or two, I didn't mind it all too much. So I gave him some space to give him a chance to cool off after whatever it was that was bothering him, but after several days without even one call back, I started to get pissed.

I tried calling him again after and it went straight to voice mail. That pissed me off even more and I started leaving rather...aggravated messages, which in retrospect was probably a not all that great of an idea. And now, here I am, standing in the middle of an empty, snow slicked basketball court, waiting for nothing.

"Come on, Noah," I grumble, shoving my phone back into my pocket. I tug on the zipper of my jacket and start walking into town.

It isn't often that I get to have some time to myself without having to sneak off, but there wasn't much Evo activity lately and convinced Six to give me a day off. But not being able to goof off and chill with Noah left me with nothing to do.

There isn't really anything in town for me to do either. Not having any money can do that. But it gets me out of Providence for a few hours.

I wander around a bit, doing more window shopping than anything else, and once that gets boring, I swap over to people watching.

I see a little girl and her mother bickering in front of a bakery; nothing interesting there. A fairly large man is trying to stuff himself and his equally large wife into the back of a taxi; again, nothing interesting. I let my eyes sift through the crowds, skipping from person to person and looking for something to stick out.

A slight hint of yellow breaks trough the shades of black and brown and it quickly catches my eye. I stand up straight and take a few strides foreword, suddenly intensely curious. It couldn't be...could it?

I quickly lock onto my target and bolt toward it. I weave between pedestrians, closing in and reach foreward, gripping it's shoulder and turning it around.

"Noah?"

I can't believe what I see standing before me. It's Noah all right, but he looks nothing like his usual self.

His eyes are blood shot, the red concealing his usually pail blue irises, and his skin is flushed. His body is hunched over and looks like it hasn't had a good meal in weeks. I can even feel the bones of his shoulder through the thick coat.

"R-Rex?" he stammers, the most pitiful, exhausted look on his face. "Why...why are you here?"

"I got a day off," I explain, tightening my grip on him. "What on earth happened to you?"

He's quiet for a second, then he smiles. "Its nothing. I'm just getting over a bit of a stomach bug. Haven't been able to keep much food down, you know? Nothing to worry about."

His story doesn't fool me for a second. He isn't looking me in the eye and he never looks me in the eye when he lies. What in the world was he trying to hide from me? "Are you sure you're okay?"

"I'm fine."

I can see him shaking and I'm not convinced.

"I tried calling you, but you never picked up, and I started getting a message saying that your phone was disconnected."

He swallows nervously. He's thinking of something to say, a way to explain himself. "I'm sorry, Rex. I...uh, lost my phone a few days ago." He starts fiddling with his fingers He looks uncomfortable and I can tell he isn't going to give me any real answers on his own.

"What happened the other day." I ask, folding my arms.

His eyes go wide and for the shortest moment, he seems afraid.

"What happened while you were waiting for me? You've never run off on me before, and you've never avoided me like this. You can talk to me, Noah. We're friends, you know? I won't get mad at you."

He stays quiet for awhile, keeping his head low and still fiddling with his fingers.

"Noah-"

"There's nothing to talk about," he sighs. "I told you already, I got a stomach bug. I started feeling sick and I thought it was a good idea to go home and come back when I felt better. That's all..."

I don't press any further. He is clearly trying to hide his problem from me, so against my better judgement, I let it go. I stand there, staring at him, until he finally can't take it.

He turns and walks away, not even bothering to tell me goodbye, and mumbles something under his breath, then disappears among the crowd.

"Well this is a wonderful day." I grumble, stomping back toward the basketball court. I pull my phone out of my pocket and dial .

"What is it, Rex?" she asks, her voice serious. "Is there something wrong?"

"No, every thing's fine... Could you send Six to pick me up?"

"So soon?" She sounds surprised. "I thought we would have had to drag you back."

" Heh...no. I'm done here."

She quiet for a little while, thinking about something. "You sure you want him to come get you?."

"Yeah...I don't feel like flying there myself."

"Alright, Rex. Six is on his way..."

"Thanks..." I know she wants to say something, but I hang up before she has the chance to. I'm not in the mood for her motherly concerns. I'm not really in the mood for anything anymore. Knowing that Noah is hiding something from me, something that's making him so obviously sick, really annoys me. I really do hope that he is going to be okay and that it really isn't as serious as it looks, however unlikely that is, but he made his choice not to tell me, so there really isn't much that I can do. All I can do is hope the a stomach bug really is the problem.


	3. Chapter 3

"Nngh..." I stirred, eyes squinting and the lids quivering. I tried to open my eyes, but everything around me was black. I knew they were open, I could feel myself blinking, but I just couldn't see anything.

Very cautiously, I sat up and felt my head spinning a little. I scanned the darkness for some sort of light, some kind of tangible thing to tell me that wherever I was actually existed, but saw nothing.

A chill ran up my spine and I got to my feet. Someone was watching me, their eyes digging into my back, but I couldn't bring myself to turn to see."H-hello," I called, not really sure if I would like to hear an answer.

The sound of heavy breathing froze my body and I swallowed, hoping to drown the cold fear in my gut with lukewarm saliva.

"Who's there?"

Silence leaves my question without an answer. It continues on for what seems like forever, almost like a steady, ongoing beat of nonexistence.

I felt something brush past me and took a step back.

There was no ground for me to balance on or anything to support my weight, and I started falling. Wind was rushing past me and I frantically reached out for what I knew wasn't there. I could hear a loud ringing in my ears, or maybe it me screaming, but I couldn't tell.

Something large griped my shoulders, and everything stopped. I hung there for a while, eyes tightly closed, then my feet gradually begin to scrape against ground and the grip let go.

I wasn't prepared for the sudden lack of support and just barely kept myself from toppling over. Slowly, I opened my eyes and see the darkness surrounding me, just like before. "Who's there," I called out again, not daring to try and move.

I heard something behind me. It sounds like light, raspy breathing I shiver as the chilling breath begins to creep down my neck.

_"Hello, Noah."_

That voice made my heart stop. It sounded like a faint of whisper, like a loud, deep growl. It was everything, and nothing at the same time. High pitched and low, soft but loud, and oh so cold.

"W-what do you want?" I asked, my voice shaking.

_"I don't want anything from you, dear boy,"_ It says. _"I'm just here for the space. You make a very nice host."_

"I-I don't understand..."

_"Don't fret. I'm just going to do a little...inspection."_ It chuckled, and I couldn't stop shivering.

A pair of large, bony hands covered my ears, and silence drowned out the sound of my fear. The little fingers of those hands moved and pressed against my temples then slowly dug deep into my skin, scraping against my skull.

"Gah," I yelled, closing my eyes again. "W-what are you doing-"

_"I have to test and make sure you'll survive long enough. I can't have my host dying on me now, can I?"_

It's fingers press harder and break their way through my skull.

I screamed and tried to break away, but the more I moved, the more it hurt. A second finger was added on each side, digging deeper and wiggling around in my brain. I felt my body twitching, signals from my brain misfiring, and my lungs started to fill with an unknown substance. I was drowning in what felt like water and worms, and the pain was so unbearable.

Large, sharp objects scratched at my belly, tearing my t-shirt and soaking it with my own blood. My legs gave out, but I didn't fall. The fingers in my head are holding me up, but the dead weight of my body makes the pain worse. It hurts so much that I can't even make myself scream anymore. I can't do anything anymore, only hang there and let this thing have it's way.

_"You'll do very nicely," _it says. _"The perfect host."_

Something slimy circles around my naval and pushes inside. My gut fills with something and I feel myself getting nauseous. Whatever it is that's being put into me is moving; and there's definitly more than one.


	4. Chapter 4

I roll restlessly around in my bed and try to find a comfortable position. A strange feeling about something saturates my abdomen and makes me feel restless. I peel myself out of bed , ignoring my lack of visibility, and wander around Providence.

The wandering lasts a long time, though I'm not really paying attention to where I'm going, and eventually end up in the watch tower above the Petting Zoo.

Evos below me sleep soundly, unaffected by my presence, and I watch them with jealous eyes. None of them are really all that dangerous, at least when they're sleeping, and as long as we keep them away from people, they can't really do anything

'Cure, capture, or kill,' my mind echos.

I've never actually killed any Evos, I've never been in that drastic of a situation, but the thought of killing one, killing something like me, it makes me shudder.

"Rex?"

The sound of my name makes me jump. I hate it when Six sneaks up on me.

"What are you doing up this late," he asks, speaking in his usual monotone.

"I could ask you the same thing," I shoot back. I didn't really mean to say it so angrily. I guess I'm more tired than I originally thought.

He walks up and leans onto the railing beside me. He doesn't speak, just stands there and watches the creatures below stir and whine in their sleep.

"They look so peaceful..." I say.

Six stairs at me, then turns away. "I suppose."

"Why do we have to do this," I ask him. "I know that you have...you know...killed Evos before but was it really necessary? Did they really deserve it?"

"I did what was ordered."

"That wasn't the answer I was hoping for."

"It's not as black and white as you think it is, Rex. Back then, you were young, and we couldn't exactly stick a ten year old out on the front lines and tell him to fight. You were disoriented and you weren't exactly skilled when it came to fighting. So I did what I knew had to be done. Now, whether or not they deserved to die is not a judgment I can make. Knowing what kind of person they had been wouldn't have mattered...and I wouldn't have done any different."

I'm honestly not all that supprised. Of course, I don't know how anyone could just go and kill something, but my mind doesn't work like his and I don't think I would want it to. Sometimes I could read his thoughts just as easily as my own, but those times didn't come around all that often. I guess that's a good thing though. Not knowing what he's going to do or say makes it easier for me to trust his advice.

"I've been feeling restless," I confess, twitching my thumb.

"Does this have anything to do with Noah?"

"Yeah..." Six is just as perceptive as ever, I suppose.

"You two get into a fight?"

Well, he's kinda close.

"Its nothing like that." I pause, sighing a little. "Something happened to him while we were in Seattle...but Noah wont tell me about it."

Six doesn't answer me for awhile. He just keeps staring at the creatures below us.

Some of them start to rise while the slightest bit of light peaked into the window.

"I don't really know what to tell you, Rex," He says, standing straight. "But Noah is a smart kid. He knows his limits and what he can and can't handle. I'm sure whatever is going on, he wouldn't hide it from you if he thought he couldn't handle it."

I listen to his footsteps fade and let out a deep sigh. I know Six is trying to help, but he doesn't know Noah the way I do. Noah was probably about as thick headed as I was when he wanted to be, and just because he thought he could handle something, didn't mean he actually could.

Red lights flashing and loud sirens pull me from my thoughts and I sigh. "I could use some fresh air anyway."

The Evo sighting was in the city I was roaming a few hours before, and I'm not excited to go back.

I watch smoke rise up from the city from the safety of a Providence helicopter. The people below are scurrying away from an Evo that I can't find. I skim my eyes up and down streets and allies but I still can't see it.

The signal is given and I jump through the doors, falling a few meters before morphing my flight pack from my back.

As I get closer to the ground, I see splotches of a strange, black substance all over everything. I assume they're from the Evo and causiously scan the area around me as my feet touched ground.

There didn't seem to be any kind of movement, aside from small crumbles of building and glass falling to the ground.

"You see anything," Six asks, landing next to me.

"Nothing moving," I reply, absorbing my machine extension. "I haven't even gotten a glance at the thing."

"Seems to be fairly stealthy. Be sure to watch your back."

I nod and turn around, but still see nothing. But that isn't to say I don't hear anything.

It sounds like a low, almost whispery growl and I can't seem to find where it's coming from. It's almost like it's coming from everywhere at once.

"You hear that, Six" I ask, keeping quiet.

"Yeah. But where is it coming from?"

"I'm not sure..."

I hear the noise again, this time followed by a loud, higher pitched screeching. The sound makes me wince and I close my eyes for the shortest moment before being knocked down by something I can only identify as a grey shadow.

"What the hell was that," I shout, crawling back to my feet.

"I have no idea," Six replies, moving closer. "It moved to fast for me to get a good look. We'd better be cautious until we can figure out exactly what we're up against."

I nod.

Everything goes quiet and it starts getting harder to see. A black kind of fog is rising from the ground and it was so thick, almost like a kind of slimy goo. I turn so Six and I are back to back and stare out into the darkness, waiting for whatever it was to come out.

I start hearing the strangest noises. It starts with a low pitched, quiet rumbling, then becomes an impossibly high pitched squealing. I listen to it laughing, chocking, cackling? The sounds are so slurred and raspy, it's practically impossible to tell what they're supposed to be.

"It's circling us," Six whispers, bracing himself against my back.

"Seriously?" I growled. "What are we, it's prey?"

"It's trying to figure out which one of us is less of a threat. That's the one it will go for first."

'Which one is it gonna be,' I think. 'Whos this thing gonna get first?" The wait is maddening.

Suddenly, I can't feel Six behind me anymore and I turn around to see that he's gone. His weapons are on the ground where he once stood and I am alone. "Oh god," I pant, suddenly nervous. "It got Six..."

_"Rex!"_

I clench my teeth and swallow hard.

_"Rex, your nanites just flat-lined. What's happening?"_

"It got Six! One second he's behind me and the next he's gone!"

_"You need to calm down, Rex," _Holiday says firmly. _"Stressing yourself out won't help you. I need you to-"_

Her voice suddenly cuts out.

"," I call out, frantically pressing on the communicator's receiver. ", are you there?" I hear footsteps behind me and I freeze. I can see a large shadow on the ground around me and I can feel the Evo's cold breath down my neck.

_"Don't panic, child." _The voice is quiet and raspy, like it's hissing at me...angry at me. _"I cannot do without you yet. My host must be comforted before that happens."_

'Host?' I wonder. 'What is this thing talking about?'

_"He would be so hurt if he thought that you were dead. Wouldn't be as fun to play with him if he gave up. The struggle is the funnest part."_

"W-what are you talking about," I ask, trying to hide my fear. It would have been so easy for me to trash it if my powers were working.

"_Ah...thats right. You are not aware of him, are you? Well then, it would be cruel to deny him a little visitor."_

I feel the creature's large, clawed hand press against my back, then my vision turns black. Everything begins to feel empty, like I'm the only living thing left. I turn around to face it, but the Evo is gone.

I see a light flicker off in the distance and start to move towards it.

There is a shape inside the light and my eyes can barely focus enough to even tell that it's there. I creep closer, the shape coming clearer, and I freeze. I know what it is now and I can't believe it.

Noah.

_"Don't be shy...It is waiting for you."_

He seems to be floating and his body hangs in a way that makes him seem to be sleeping. 'It can't be,' I think to myself 'Noah isn't the Evo...is he?' I step closer and reach up for him. 'Noah...'

My fingers just bairly brush against his wrist when his eyes shoot open. They are red, just like before, but now, they're filling with tears.

He clenches his head in his hands and starts screaming. His body suddenly tumbles down and falls at my feet and I can't stop myself from shifting backwards.

I stare at him, watching his body shake and rack with sobs as he shifts back and forth between shrieking and crying.

Never in my life have I ever heard anyone scream like this. My body is frozen and I can't take my eyes off him. His tears are starting to make a puddle around him and I have no idea what to do.

_"Don't tell me you're not happy to see him?"_ The voice questioned, laughing. _"I know he is a bit...damaged, but that doesn't mean he isn't just as fun."_

"What did you do do him," I demand, now enraged.

_"Calm down. I gave him a test run is all; endurance mostly. There are so many problems with this one. It took almost no strength at all to pierce his flesh, and his bones broke so easily, but I fixed him. He can be reused."_

"What the hell are you?"

_"Oh, silly child. I am nothing you need to worry about. At least not yet."_

Noah's screaming, once so loud in my ears, is now fading. I manage to get one final glance at him before everything dissolves.


	5. Chapter 5

I laid against the black nothingness beneath me, chest heaving and tears welling in my eyes. I was exhausted, like I had been force to run for hours on end, and my lungs felt so sore.

_"You are pathetic,"_ I heard the voice sneer. _"How can you survive being my host when you are so weak."_

"Sh-shut up," I pant.

The large hands lift me by the collar of my shirt and I groan. "You can't tell me what to do," it says.

"Shut up..."

A claw scraped against my chest and I could feel small drops of blood running down my abdomen.

My breath hitched and I gripped onto the creature's wrist.

The wrist was slimy and squishy and sticky and in all other ways disgusting. I wanted to pull my hand away, stop touching the nauseating slime that called itself skin, but if I let go, I would surely be choked by the pressure of my collar against my neck.

_"Now then, will you stop being so disobediant?"_

I spit in it's face.

"_How shrewd,"_ it laughed, wiping the saliva from it's face. "_it seems I'll have to use a different type of discipline with you."_

I felt it's other hand grip my back and it's nails digging in, scraping against my spine. I cringed, biting my lip and trying not to scream. My body twitched and squirmed, no longer under my control, and a numb feeling started creeping up from my toes towards my legs.

The creature laughed and forced it's hand in deeper, taking hold of my spine.

I screamed and kicked my legs, the lower half of which flopped limply back and forth. "S-stop it...," I begged, tears sliding down my face. "..._please_."

_"I won't stop until you promise to behave yourself. I am in control here, and you must do as I say, when I say."_ It squeezes harder. _"That is how a good host should be."_

I choked on my spit and let out a hacking sob. "I-I'm-ngh...sorry!"

He lets go and I fall to the ground.

An echo of a wet, smacking sound plays out in my head along with the sound of my spine snapping. I opened my mouth to yell but nothing comes out and I am forced to lay there. I couldn't keep track of my thoughts and everything around me faded away.


	6. Chapter 6

I'm awake now, or at least I think I am. I can feel my body pressing against a firm mattress and I can see bright lights through my eyelids, but I can't open them. My entie body feels exhausted. My head is full of swirling blank thoughts and a painless pressure is pushing against every inch of me. I can hear muffled sounds, almost like people talking, but my ears won't let sound pierce them.

It takes all of my concentration to make out words.

"Is he going to be alright," someone asks.

"His vitals are stable," a more feminine voice replies. "and there are no abnormalities in his nanites. He just has to wake himself up. What...happened to you guys out there?"

"Not really sure. I wasn't concious for very long so I did see much of what happened."

The voices stay quiet for a long time.

Are they talking about me? What did happen? I don't even... I remember black...and a loud noise; maybe some smoke. 'So jumbled,' I think, trying my hardest to sort through the disoriented fog inside my head. I just can't remember...

"Did you get any identification on it," the male voice asks.

"Nothing," the woman says. "No clues of DNA links. All we know is that the Evo was first spotted on the west side of town where Rex plays basketball with Noah-"

My mind is reeling. It is sifting through shapeless memories faster than I can comprehend. Hearing that name acted like a wedge in my brain, cracking open a locked box of recollections I tried to hide away.

Noah.

"The Evo is far too dangerous," the male voice sighs. "White has given the orders to kill it."

'Kill it," my mind repeats. I feel my heart start to ache as a lone thought struggles to make itself known. 'What is it,' I ask myself. 'What am I forgetting?' I struggle with my thoughts, pushing some aside to get to the one that is trying so hard to reach me. I scrunch my face, grasping at it, and then it hits me. 'Noah.'

"W-wait," I croaked. "Don't kill it...!"

"You're awake," Holiday says, moving to my bedside.

"We can't k-kill it," I repeat. "We can't kill the Evo!"

"Rex," Six says. "I know you don't like it, but orders are ord-"

"That's not what I'm saying! That Evo...we can't kill it because it's...the Evo is actually..I mean I won't hurt-" I never imagined saying his name would be so hard. I struggle with myself, spitting out random word combinations that don't make any sense. "Noah," I shout, much louder than I intend. "The Evo...is Noah!"

Everything gets so quiet. It's kind of awkward.

"A-are you sure," Holiday asks, resting a hand on my shoulder. "Rex, are you absolutely sure?"

I nod slowly and hang my head low. "When I was looking for the Evo...it snuck up behind me and I was suddenly in this strange, dark place. I could hear it talking to me, like it was communicating with me through my nanites, and it kept talking about Noah; calling him a 'host.'..."

"The Evo was talking...about Noah?"

I nod again. "Yeah... It doesn't really make sense to me either, but it was so cruel. It took me to Noah and he was just floating there. He looked like he was sleeping but when I touched him he started screaming. His eyes were red and he was crying and shaking. The Evo...it called him 'damaged;' said he 'broke so easily'" I bit down on my lip. "I don't know what it did to him...but Noah's in there somewhere and I won't let White hurt him."

"Evos shouldn't be able to do this," Holiday says. "Nanites are incapable of producing their own thought processes."

"That thing is hurting Noah," I snap. "I don't know how it happened but that thing has a mind of it's own now and whatever it's planning on doing...well I won't let it!"

"Hold on, Rex," Six cuts in. "You're letting your emotions cloud your judgement. You need to calm down so we can come up with a plan-"

"Screw plans! The longer we sit here trying to think of some stupid plan, the longer that thing had to do whatever it's wants to Noah!"

"Rex!" Holiday shouts. "Get ahold of yourself. We don't know where this Evo is or how to fight it, so until we can at least find that out, you will stay here and help us come up with some kind of strategy. Do you understand?"

I scowl and angrily brush past her. I don't want to be around them right now. They don't understand how much danger Noah's in. Well, I don't really understand either, but knowing he's at the mercy of that..._thing_. 'Theres got to be something I can to,' I think to myself. "_Anything...' _

That's when it strikes me. If the Evo could talk to me through my nanites, maybe I could talk to_ Noah _through_ his_.

It isn't much to go on, but I have to try something.

Picking up my pace, I dart for by bedroom and make sure to code-lock the door once I get in. "This is a long shot," I say, sitting on the edge of my bed. "But it's better than nothing." I slow my breathing and concentrate. I don't really know what I'm supposed to be doing or how I was supposed to be able to reach him, but doing this just felt...natural. I sort through my thoughts and the memories of what happened and mentally called Noah's name.

I am now surrounded by white; the nothingness of plain, uninteresting white, and it seems to go on forever. I start walking foreword, the sound of my footsteps echoing in my ears. Everything is so quiet, but something about the silence makes me feel so...relaxed.

"Come on, Noah," I yell. "I know you're out there somewhere! Just talk to me!"

A sudden chill rund up my spine and I feel cold, fear-filled air creeping up from behind me. I shift my weight to my heels and turn swiftly. I see a black mass, prominent against the brightness, and feel sickened by it. The darkness has no real shape and has a look of swirling slime.

"Who's there," I call, glaring at the strange mass.

"Rex...?"

My breathing stops.

Something begins to protrude from the darkness, seeming to be trying to pierce it's surface. A small hint of yellow appears, but is quickly devoured.

I felt my heart cringe, watching the poor thing struggle hopelessly with the darkness. My body fills with a strong, obsessive need. A need to pull it out. My feet moved before my brain can tell them to and I reach out. My hands smack hard against the surface of the black mass, trying their hardest to pierce though it. The darkness is so thick and seemingly solid, but I keep pushing. I push as hard as I can, not letting up for even the shortest second, and finally break through.

I sink deep into the mass, barely able to keep my head from submerging in it, and dig around for the poor creature. I feel around got what seems like forever, then I feel something. I grip tightly onto it and pull.

It is just as hard to remove myself from the darkness as it was to enter it. I pull and pull, my forehead begining to sweat, and finally tear free.

I fall backwards against the whiteness and watch the black mass shrink into nothingness.

"Rex...?"

My heart stops and I look down at the think on the ground beside me. "Noah," I should, lifting my friend into my arms. "Noah, are you okay?"

Noah's eyes twitch, then slowly open. They aren't as red anymore and I can just barely get a glimpse of blue.

"What...what _happened_ to you?"

He stairs at me, his expression bland and slightly confused.

"Noah...are you hearing me?"

"Rex..." he whispers. His voice is so scratchy.

"What is it?"

"I'm scared." He grips onto my jacket. "I feel so weak...and I'm hungry."

"Noah, do you know what's wrong with you?"

He shakes his head. "I'm not sure...but...I think my nanites activated."

I hold him still and press my hand against his chest. "I'm going to try and cure you." I concentrate hard, sending out a small amount of my own nanites, but nothing happens.

"What's wrong," he asks.

"Your...your nanites arnen't activated," I tell him. "I can't cure you...because you're not an Evo."

Noah's eyes turn red again, the blue no longer visible, and he starts screaming. He squirms and thrashes around in my arms, whining and yelling. His eyes suddenly roll back, the backs of his eyeballs just as red as the front, and he begins convulsing.

I hold him as still as I can, trying to keep his head from hitting the ground. "Noah!"

His body goes limp at the sound of my voice. He looks up at me again. "Help me," he whispers, his voice just bairly audible.

The dark mass suddenly reappears, this time beneath us, and surrounds us. It wraps around Noah, completely bipassing me, and sucks him with it as it fades into nothingness once again.


	7. Chapter 7

**A/N -** I changed a lot with the chapters from here on out. Since everything was rewritten, some chapters have different numbers than before. I apologize if that confuses anyone. That is why I said in my update to start from the beginning when you read this.

_"You can't save him, you know."_

Shut up!" I shouted. I clasped my hands over my ears, trying my best to block out that thing's voice. I can't stand hearing it anymore. I wanted it to go away.

_"I can show you what will happen to him. Show you that it's your fault."_

I felt those hands cover my already closed eyes and I started shaking. I was suddenly somewhere else and there is smoke and heat surrounding me. I cough and hack when the smoke started getting in my lungs. Where did that thing take me?

A sudden crash made me jump, choking even more, and I stepped cautiously through the clouds of grey.

The noises are loud and incessant, nearly drowning out the sound of my bare feet against the asphalt. The ground was hot, but not enough to burn me and there wasn't any sign of fire being the cause of the warmth, so I didn't think there was a reason for me to be too wary of where I walked. I just wanted to get out of the smoke.

I felt myself step in something wet and the smoke suddenly rushed away.

Something made me afraid to look down, but I couldn't help myself. Whatever kind of puddle I was standing in...felt _warm._

I took in a sharp breath and stared down at the blood surrounding my feet. The feeling of the slick substance between my toes made me feel nauseous and I could barely keep myself from gagging.

Hand clasped over my mouth, I let my eyes follow the trail of blood. I tried to ignore the scattered bodies to either side of me, but once of them catches my eye.

Six was laying on the ground a few feet from my left side. he was clearly unconscious a large gash in the side of his head, and covered in blood that didn't seem to be his own.

I heard another loud crash, but this one was different. This crash muffled and made the ground vibrate, like something had just fallen onto it, and it was mixed with a loud yelling.

I turned to look behind me and saw myself; or rather, it was a silhouette of myself. It was black as night and outlined with sharp angles where joints and bones protruded, but it seemed to be flat. As it stood there, brushing it's fingertips against large stone rubble, it left dark tracks that looked like ink. The silhouette, though faceless, seemed to be looking at something among the rubble then disappeared.

As soon as I saw it fade away, I ran over to where it was standing and looked down.

_"It's all your fault."_

I was suddenly standing over Rex, his body lips and torn apart beneath small rocks and pebbles. I could see his portions of his insides sticking out, bone protruding from limbs and muscle tissue shredded around his abdomen.

_"You killed him."_

My eyes began to water and I fell down to my knees. His blood splattered across my face from the puddle I just landed in, the warm liquid coating my knees, and I started to cry.

My best friend was dead...and it was _all my fault_.


	8. Chapter 8

"Noah!" I jump to my feet and see that I'm not in that white place. I look around my room and shift around on the bed, suddenly uncomfortable. Something about myself feels awkward and it's somewhat difficult to be alone. I just don't feel right after what just happened.

There is a sudden banging on my door and I can hardly keep myself from letting out a supprised yell.

"Rex," I hear Holiday call. :Rex, are you alright in there? Open the door!"

Though a little shaken, I stumble over to the door and enter the lock override. Six and Holiday stand opposite me, the latter looking a little pail. "What is it," I ask, out of breath for some reason.

"What have you been doing in here," Holiday asks. "I could hear you yelling from Sick Bay."

Did I really yell...? I hesitantly grip at my sleeve and feel a damp spot where Noah's head had been resting. If only I could have held on longer...

"We're going to find him," Six says, seeming to read my mind. "It's only a matter of time.

"I know. "I just want to help him, you know? He wasn't feeling all that great before all of this happened. He was so skinny and frail, and he wouldn't look me in the eye-"

"What are you talking about?" Holiday butts in. "You mean you talked to him?"

"Well, yeah. Back when I had my day off, I saw him in town and when I stopped him he bugged out on me. His skin was clammy and he looked like he hadn't eaten in weeks. He was shaking and lying to me about what was going on with him; I could tell because he wouldn't look at me..."

"Activating nanites shouldn't have that kind of effect on the body. "There shouldn't be symptoms of any kind before turning. Nanites don't work like that."

"You think there could be another cariable," Six asks. "some kind of separate cause?"

"I'm not sure...but it's a possibility-"

"Uh...about that..." I shift a little, uncomfortable with how quickly their eyes fell on me. "I don't think Noah's nanites are actually...activated."

"What are you talking about, Rex?"

"Well, when you hear me yelling, I was actually talking to Noah...through his nanites. When I saw him, he was stuck in some kind of black slime and I had to pull him out. When I did, he looked at me weird and he wouldn't answer me when I talked to him. Then he bugged out and when I tried to cure him, I found out that his nanites...weren't activated."

"Rex!" she sounds upset. "What were you thinking?"

"I was just trying to help! I just thought that...I could talk to him and...and find out what was going on."

"Listen, I know you meant well, but we need to try and approach this properly. If we could figure out what exactly was going on, maybe find a way to test Noah's DNA...we might be able to shed some light on all this."

I smirk a little. "You mean like hair?"

"Don't even think about it," Six warns. "You're not going out looking for that thing."

"I would never," I lie. I start running, rushing between them, and make a b-line for the hanger.

"Where ya' headed, Chief," Bobo asks from his lounging spot in a control panel chair.

"Oh, you know. Somewhere I'm not supposed to."

The monkey smirks and casually presses a large red button, opening the hanger doors.

"Thanks, Bobo."

He tips nods his head a little and shoos me out.

The cold find hurries past my face, forcing me to shiver a little. I almost forgot that it's still winter. "Wonderful weather," I mumble sarcastically, extending my mechanical wings. I fly as fast as I can, heading towards Noah's city. There are still a few buildings under construction but the black spatters have all been wiped away, but the snow coating the ground is tinted grey from remains of the black mist. I land on the closest building and pause to take slow, steady breaths. 'Come on,' I think. 'Noah, talk to me. Show me where you are.'

_'Down'_

The whisper is so loud in my ear. It feels almost like the speaker is inside my head.

_'Come down.'_

The voice is beckoning me, calling out to me, and I lose myself in it.

_'Come down.'_

Something makes a loud crack and before I can react, the cement beneath my feet crumbles. A pair of black, almost liquid like hands grip my ankles and pull me down. I crash through floor after floor, wondering how I'm still able to stay conscious, until it all stops. My feet are braced against the ground and I can hardly keep myself from losing my , I peel apart my eyelids and watch the black hands flatten against the ground and slither away into a dark corner.

There is a strange shape hiding there, seeming to shiver.

I swallow harshly and creep closer.

The creature appears mouth-less and bony, portions of it's grey skin protruding around the joints and ribs, and its white-blond hair is covering the upper half of it's face.

"Gone," the creature mutters. "He is gone."

"Noah," I whisper.

He twists his head around to look at me, looking almost terrified, and his face tears open into what is almost a mouth, though toothless and still connected by strands of it's skin, and starts screaming.

"Noah," I yell. Reaching forward, I place my hand on his forehead and he stops.

His body is ice cold and I can feel no eyes behind the curtain for hair.

"It's okay, man," I soothe, trying to smile. I concentrate, forcing all of my will into my palm, but nothing happens. It's not like I expected to be able to cure him anyway.

The body in-front of me remains still, stunned by my touch. It's almost as though he forgot what human hands feel like.

"I don't know what happened to you,: I say. "But I promise...Noah, I promise that I'll find a way to cure you. I know that I haven't acted as nice as I used to, like I did before I found out you worked for While, but I don't care anymore. You're my friend, dude, and I will save you."

"Save," Noah repeats, for once sounding a little more like himself. "Can't save..._Rex."_

"What," I ask, pulling my hand away.

Noah's body started to rip, rip almost as if he were made completely of paper. Black slime begins to ooze from the tears and his head slumps backwards. His face split open again and more of the blackness pours out, coating his body.

The scene feels familiar and I suck in a deep gasp. 'No,' my mind screams. 'I'm not letting this happen again.' I lung forward and wrap my arms tightly around him, trying my best to keep him from being sucked away. The ooze is tugging at him with surprising strength and I don't think I can hold on.

His body tears away from me and without warning, he melts away.

I bang my fist against the ground and scrape at the rough cement. Vibrations through the ground signal the arrival of a now landing Providence airship and I block it all out. I block out Holiday calling my name, Six trying to pull me to my feet, the stomping of Providence officers.

My face feels wet and I yell at the floor. I kick and scream and throw a tantrum as if doing so would change something. But none of it is fair. Every time I try to help him, he dissolves away like he was never there; and is makes me wish, with every fiber of my being, that I could have stopped this somehow.

"Rex!"

I stop myself, getting to my feet and ignoring the crowd of startled Providence officers staring at me. "He was here," I say, my throat raw from yelling. "He was here...and I touched him with but own hands...but I could hang on and he faded away..."

Holiday tries to hug me, but I shrug her off.

"I know you're upset, Rex," she says. "but blindly chasing after him with no idea of how to help isn't the way to deal with this type of situation. We'll have to try and come up with a plan and-"

Before she can finish, I form my mechanical legs and jump up through the hole I fell through and swap them for my wings, flying blindly in the direction I believe to be towards the main Providence base. "Why can't I fix this?"


	9. Chapter 9

_Why can't I fix this?"_

The sound of my footsteps echo through the long hallway as I harshly stomp through it. I can't shake my frustration and take it out on the previously silent air. I know I'm working myself up for nothing. No matter how many times I stomp or whine, it won't turn back time; it won't take away what's happening. So, if anything else, I might as well make myself relax...or at least try to.

When I reach my bedroom, I engage the code-lock. It isn't as if I'm hiding anything, I just don't want anyone around me right now. I peel off my jacket and let myself collapse onto my bed, nuzzling my face into my pillows. I am desperately tired and my eyes feel so heavy, but I'm not sure if I'll be able to fall asleep. I haven't been able to ever since I saw Noah back on my day off. It wasn't a very healthy development, but it wasn't like I could force myself to sleep.

I sift through the week's events in my head, unloading my heavy thoughts into my pillow. His shrieking and out most recent encounter remained most prominent in my head. I hate it when people suffer, as should anyone else, but this is personal; which makes it more treacherous. I want Noah to be okay, I really do. He was my first friend, and my best. So seeing him in so much pain is like having to watch someone kill my little brother and throwing his head at my feet. A pretty morbid thought, but it pretty much sums it up.

"I promise I'll save you."

Saying that now makes me feel like a liar. Every attempt I've made to actually do it, has failed, and it made it seem like not a single thing I could ever do would make any sort of difference. It really makes me feel useless. I have no plan or any motivation to go out and fail again; to go out and break the same promise for the hundredth time. I just can't seem to to convince myself that it was worth it anymore. "Great Job being a jerk," I tell myself, rolling onto my back. "Your best friend is out there somewhere suffering and you're too caught up in your own pity-party to do anything about it.

The room says nothing. It stays silent, offering no kind of argument; no kind of advice.

I don't know what I'm thinking, expecting the walls to talk back to me, and mentally kick myself. But I am sleep deprived and maybe a little delusional. "Man I need some sleep," I laugh, covering my eyes with my forearm. I lay there for who knows how long, waiting to fall asleep. I don't even try counting the minutes, just listen to the endless ticking of numberless seconds in the silence. Then, finally, my breathing evens out, matching the beating of my heart, and I sink down into the arms of slumber.


	10. Chapter 10

Explosions rip through my ears and lights like fire burst in the air around me. Everything is dark aside from those flames and I can't seem to find my way out of it. I walk cautiously to my left, moving towards what seems to be the direction they are coming from, and look for nothing. I walk on into forever, wandering aimlessly among the bursting lights. Something is pulling me in that direction; not so much in a physical sense, I'm sure I could stop myself if I want to, but something in that direction seems to captivate me in a way that I can't really explain well.

Part of the attraction, I'm sure, is pure curiosity. I mean, who wouldn't try to figure out the source of giant exploding lights? But...that isn't all of it. There's something else drawing me there and a part of me isn't sure if I want to follow. But it's too late, I found it.

Looming before me is a large pile of orange, seemingly glowing orbs. All are being held together by a thick layer of slime and give off an impossibly foul odor. It's a sort of salty scent, almost like the ocean, but mixed with a dry stench of molding bread.

A heavy shadow engulfs me from above and I abruptly freeze. The sounds of explosions turn to incessant dripping and everything seems to still. I hesitantly look up and see what is now indescribable. Slimy, disgustingly blubbery creatures cling to what appears to be a ceiling made of skin, and they all, though eyeless, seem to glare at me with an animalistic hunger. They look almost like maggots.

_"Welcome, Rex..."_

My entire body freezes. I know that voice.

_"...to our humble home."_

I adjust myself just enough to see, though several times larger, another worm creature. It is smiling at me, it's teeth large and coated with sickening amounts of plaque. "W-who are you," I demand, though weakly.

_"Do you know where you are?"_

"Answer my question!"

_"Don't get testy,"_ it growls. _"Lets see if you can take a guess."_

The blackness beneath me turns soft and unstable, tossing me off my feet. I land against something that conforms to my shape, kind of like a hammock when you lay in it, and a warm liquid coats the strange material. I struggle to get up, but the lack of support this strange substance makes it nearly impossible. It's the same as the ceiling and newly appearing walls, seemingly made of some kind of skin tissue, and is coated in thick, stinky juices that actually burn a little. I look back towards the orange spheres, but they are now attached to the ceiling and are almost directly beside the largest creature. They almost look like it's eggs.

_"Any ideas?"_

A grunt forces it's way through my throat as I try to stand, but topple over again. "Disgusting," I mutter, wiping the fluid from my face. I stare at it, the yellow-green color making me feel a little nauseous. "What the hell is this stuff?"

_"That would be remnants of gastric acids, Rex."_

I flip myself over, forced to lay on my back, and glare at the disgusting creature. "What?"

_"You know, an acidic solution consisting of mostly hydrochloric acids and small quantities of potassium chloride and sodium chloride? Helps you digest your food?"_

"A-are you telling me that-"

_"Yes, Rex. You're in a stomach. Well, young Noah's intestines if you wish to be specific."_

Now I really feel like I'm going to throw up.

_"Do you not like the home of me and my children, Rex? It really is a beautiful dwelling. Noah is a very healthy young man; follows a nutritious diet, aside from the occasional fast-food stop, and exercises regularly. Perfect conditions to-"_

"You need to get out of Noah you...you..." I gag a little, getting onto my hands and knees. "What are you, anyway?"

"_I am just a simple parasite looking for a good home for my family."_ The creature slithers towards me and circles around, having no problems moving around like I am. It's pointed face seems to smile and I can't help but cringe. Looking at it sickens me._ "I don't know why you're so intent about getting rid of me, Rex."_

"You're hurting Noah!"

_"I've done nothing wrong. Noah isn't dead, just a little week. But we need to eat too, you know. My poor babies can't go hungry."_

"I don't care! I want you out of here!"

"_Sorry, my boy,"_ the worm's tail slides against the back of my neck. _"But I can't do that." _The tail suddenly presses harder against my flesh and rips it, penetrating through to the other side.

"A-ah!" I fling myself upwards, eyes clenched tightly closed and my hands clutching for anything they can reach, and suddenly fall against something hard and cold. This sensation is so strange to me now, the sturdy feeling of what seems to be tile. It's so different from the warm and spongy stomach lining. I feel around a little over-cautiously and take hold of what I recognize as cloth. My eyes peel apart and the bland whiteness confirms my suspicion. 'Just...a dream'

Moving slowly, I sit myself up and my hand hovers above the back of my neck. "It hurts...where it stabbed me." I rub at the sore spot, cringing a little at how much at actually hurt, and groan.

Sudden lights start flashing and the typical screeching siren follows. I get to my feet, still a little groggy, and march for my door. Noah's shown up again, I already know, but this encounter will be different. This time, I'm not letting him get away.


End file.
